PURCHASE PRICE ADJUSTMENTS AND CLOSING Sample Clauses

PURCHASE PRICE ADJUSTMENTS AND CLOSING. 16 Section 3.1 Purchase Price. 16 Section 3.2 Deposit. 16 Section 3.3 Estimated Working Capital, Capital Expenditure and PIP Expenditure Adjustments. 16 Section 3.4 Post-Closing Adjustments. 17 Section 3.5 Currency of Payments 18 Section 3.6 Certain Transaction Costs. 19 Section 3.7 Structural and Environmental Consultants. 19 Section 3.8 Purchase Price Allocation. 19 Section 3.9 Closing. 20
Sample 1
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PURCHASE PRICE ADJUSTMENTS AND CLOSING. 19 Section 3.1 Purchase Price 19 Section 3.2 Closing Date Estimated Working Capital, Capital Expenditure and PIP Expenditure Adjustments. 20 Section 3.3 Post-Closing Adjustments. 21 Section 3.4 Currency of Payments 22 Section 3.5 Management Fees 22 Section 3.6 Other Adjustments 22 Section 3.7 Dutch Pension 23 Section 3.8 Unrestricted Allowances for Fiscal Year 2005 23 Section 3.9 Certain Transaction Costs. 23 Section 3.10 Purchase Price Allocation. 24 Section 3.11 Closing. 24 ARTICLE 4 PARAGON BONDS 26 Section 4.1 Paragon Bonds. 26 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE SELLER 27 Section 5.1 Organization, Existence; Records and Actions. 27 Section 5.2 Authority, Approval and Enforceability 27 Section 5.3 Capitalization. 28 Section 5.4 Lines of Business 29 Section 5.5 No Conflicts; Consents 29 Section 5.6 Balance Sheets. 30 Section 5.7 Absence of Certain Changes 31 Section 5.8 Litigation and Related Matters. 31 Section 5.9 Compliance with Laws; Governmental Authorizations. 32 Section 5.10 Contracts and Commitments. 32 Section 5.11 Hotel Properties. 33 Section 5.12 Intellectual Property 33 Execution Copy ii Section 5.13 Employee Benefits. 33 Section 5.14 Insurance. 34 Section 5.15 Leases 35 Section 5.16 Taxes 36 Section 5.17 Limitations 37 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE BUYER 38 Section 6.1 Organization. 38 Section 6.2 Authority 38 Section 6.3 No Conflict; Required Filings and Consents. 39 Section 6.4 Financing 39 ARTICLE 7 COVENANTS 39 Section 7.1 Management of the Hotels Prior to the Closing 39 Section 7.2 Conduct of Business of the Selling Entities and Targets Prior to the Closing. 40 Section 7.3 Risk of Loss 40 Section 7.4 Covenants Regarding Information. 42 Section 7.5 Non-Waiver of Attorney-Client Privilege. 43 Section 7.6 Notification of Certain Matters 44 Section 7.7 Resignations 44 Section 7.8 Confidentiality 44 Section 7.9 Consents and Estoppels. 45 Section 7.10 Governmental Consents, Filings and Closing Deliveries 46 Section 7.11 Public Announcements 46 Section 7.12 Release of Guarantees and Indemnification of Other Liabilities 46 ARTICLE 8 TAX MATTERS 47 Section 8.1 Tax Returns. 47 Section 8.2 Seller’s Obligations 47 Section 8.3 Buyer’s Obligations 48 Section 8.4 Straddle Period 48 Section 8.5 Contests 48 Section 8.6 Price Adjustment 49 Section 8.7 After-Tax Basis 49 Section 8.8 Elections 49 Section 8.9 Survival 49 ARTICLE 9 TITLE COMMITMENT AND SURVEY REVIEW PROCESS; CONDITIONS TO CLOSING 50 Section 9.1 Title Commitment...
Sample 1

Related to PURCHASE PRICE ADJUSTMENTS AND CLOSING

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

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